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Terms of Service

Last updated: 12 June 2026

These Terms of Service (the "Terms") govern your use of the SuperrDev website and intake channels, and form the baseline contractual framework for our engagements. Please read them carefully. By accessing our website, submitting an enquiry, or engaging us for services, you agree to these Terms.

1. The Agreement & Acceptance

These Terms are between SuperrDev — operated by [SuperrDev legal entity name], a company incorporated under the laws of India with registered office at [registered office address] ("SuperrDev", "we", "us", "our") — and any business, organisation, or person who accesses our website, submits an enquiry, or engages us for services (the "Client", "you", "your").

These Terms apply to (a) your use of our website and intake channels and (b) as the baseline framework incorporated by reference into each Master Services Agreement (MSA), Statement of Work (SOW), or order we agree with you. Where a signed MSA conflicts with these Terms, the signed MSA prevails for that engagement.

These Terms are intended for business-to-business use only. By engaging us, you confirm you are acting in the course of a business or profession and not as a consumer.

2. Definitions

Deliverables — the software, source code, configurations, documentation, and other work product we are engaged to create and deliver to you under an SOW.

Pre-Existing IP — all materials, tools, frameworks, libraries, code generators, prompt assets, methodologies, and know-how owned or licensed by us that exist before, or are developed independently of, an engagement.

AI Tools — generative AI models, coding assistants, and autonomous or "agentic" workflows we use internally to accelerate development, scaffolding, and testing.

Open-Source Components — third-party software made available under open-source or other third-party licences that is incorporated into or required by the Deliverables.

Change Order — a written, mutually signed amendment to an SOW that adjusts scope, fees, and/or timeline.

Fees — the charges payable for the Services, billed on a fixed-cost, outcome-based basis as set out in the applicable SOW.

3. Services & Engagement Model

We provide IT services and product engineering, including custom enterprise software design, development, and delivery. The specific services, deliverables, acceptance criteria, milestones, and fees for each engagement are defined in a Statement of Work executed by both parties.

We engage on a fixed-cost, outcome-based model rather than hourly or time-and-materials billing. The price reflects a defined scope and agreed outcomes; it is not an open-ended commitment of labour hours. The boundaries of that defined scope are governed by Section 4.

You acknowledge and agree that we use AI Tools as part of our delivery methodology, as further described in Section 6. Our outcome-based pricing is made possible in part by these tools, and your engagement constitutes consent to their use in accordance with these Terms.

4. Scope of Work & Fixed-Outcome Delivery

4.1 Definition of scope

The complete and exclusive scope of any engagement is the description set out in the applicable SOW, including its stated objectives, deliverables, acceptance criteria, assumptions, dependencies, and exclusions. Anything not expressly included in the SOW is out of scope.

Outcome guarantees (where given) apply only to the scope as defined at the time the SOW is signed, and are conditional on your performance of the Client responsibilities in Section 4.4 and on the assumptions in Section 4.3 holding true.

4.2 What is excluded unless expressly stated

Unless an SOW says otherwise, the following are out of scope and, if requested, will be handled through a Change Order:

4.3 Assumptions & dependencies

Our pricing, timelines, and outcome commitments rely on the assumptions stated in the SOW and on timely Client cooperation. If an assumption proves incorrect, or a dependency is not met, the affected outcomes, timeline, and Fees are subject to adjustment via a Change Order.

4.4 Client responsibilities

You agree to: (a) provide timely, complete, and accurate requirements, materials, access, credentials, and test environments; (b) make available a designated decision-maker authorised to approve requirements, review Deliverables, and sign Change Orders; (c) review and respond to our requests for feedback or approval within the timeframes set in the SOW (or, absent a stated timeframe, within five business days); and (d) obtain any third-party consents or licences needed for us to perform the Services.

Delays caused by you, your personnel, or your third parties ("Client Delays") extend our timelines on a day-for-day basis and may, at our discretion, be addressed through a Change Order where they increase our cost or effort.

4.5 Change control

Any request that alters the scope, deliverables, assumptions, acceptance criteria, dependencies, or timeline of an SOW is a change request. We will assess each change request and provide a written Change Order setting out the impact on scope, Fees, and schedule.

No work on a changed or expanded scope will commence, and no revised commitment is binding, until a Change Order is signed by both parties. We are not obligated to perform out-of-scope work, and performing or discussing a possible change does not waive this requirement or imply acceptance of it within the fixed price.

"Scope creep" — the incremental accumulation of small, individually minor changes — is treated cumulatively. We may consolidate such items into a Change Order once their combined effect is material.

5. Fees & Payment

Fees are fixed per the SOW and are exclusive of taxes, duties, and withholding (including GST and any applicable foreign taxes), which are payable by you in addition. Where withholding tax applies, you will gross up payments so we receive the full invoiced amount, or provide valid tax-residency documentation enabling treaty relief.

Unless the SOW states otherwise, invoices are payable within fifteen days of the invoice date. Milestone-based Fees are invoiced on achievement of each milestone. We may suspend Services on ten days' written notice of non-payment, and overdue amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law.

IP transfer is conditional on payment. Title to and assignment of IP in the Deliverables passes to you only upon our receipt of full payment for the relevant SOW, as set out in Section 6.

6. Intellectual Property & Generative AI

6.1 Assignment of Deliverables

Subject to full payment of the applicable Fees and to the carve-outs in this Section 6, we assign to you, on acceptance and payment, all right, title, and interest we hold in the bespoke Deliverables created specifically for you under an SOW, including the source code we author for those Deliverables. Until full payment, we retain all such rights and grant you no licence to use the Deliverables in production.

6.2 Pre-Existing IP and tools (licence, not assignment)

We do not assign Pre-Existing IP. Where Deliverables incorporate or depend on Pre-Existing IP, we grant you a non-exclusive, perpetual, worldwide, royalty-free, non-transferable licence to use that Pre-Existing IP solely as embedded in, and to the extent necessary to operate, the Deliverables. We retain ownership of, and remain free to reuse, all Pre-Existing IP, tools, AI Tools, prompt assets, methodologies, and general know-how, including general skills, techniques, and learnings of a non-Client-specific nature.

6.3 Use of AI Tools — disclosure and consent

You acknowledge that we use AI Tools and autonomous/agentic workflows to generate structural boilerplate code, scaffolding, and automated tests, and to accelerate delivery. You consent to this use. We remain responsible for reviewing, integrating, and testing the resulting code so that the Deliverables meet the acceptance criteria in the SOW, and AI-assisted output is subject to the same acceptance process as any other Deliverable.

You are responsible for ensuring that your own use of AI Tools is permitted where you require us to use Client-mandated tools, models, or data. If you instruct us to submit your Confidential Information or data to a specific third-party AI service, you authorise that submission and accept that service's terms apply to it.

6.4 Open-Source Components

The Deliverables may incorporate Open-Source Components, which are licensed to you under their own third-party licence terms and not under the assignment in Section 6.1. We will, on request, provide a list of material Open-Source Components and their licences. You are responsible for complying with those licences in your use and distribution of the Deliverables. We make no proprietary-ownership claim over, and give no assignment of, Open-Source Components.

6.5 IP warranty and its limits

We warrant that, to the best of our knowledge and using reasonable professional care, the bespoke code we author for the Deliverables (excluding Open-Source Components, Client-supplied materials, and Client-mandated tools or models) does not knowingly infringe the IP rights of a third party.

Limitation regarding AI-generated and training-data overlap. You acknowledge that generative AI is an evolving technology and that the legal status of AI-generated code — including questions of copyright authorship and the possibility of incidental similarity to training data — is unsettled and varies by jurisdiction. Accordingly, except for the express warranty in this Section 6.5, we give no warranty that AI-assisted output is free from similarity to pre-existing third-party material, is independently copyrightable, or attracts any particular IP protection. We will use reasonable measures (such as licence/duplication scanning) to mitigate this risk, but we do not guarantee detection of every overlap.

6.6 Client materials and feedback

You retain ownership of materials, data, and content you provide to us, and grant us a licence to use them for the purpose of performing the Services. Any feedback or suggestions you give us about our tools or methodologies may be used by us without restriction or obligation.

7. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"), including RFPs, technical briefs, architectural diagrams, source code, business plans, and pricing. The receiving party will protect it with at least reasonable care, use it solely to perform or receive the Services, and disclose it only to personnel and subcontractors bound by equivalent obligations.

These obligations do not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where lawful). Confidentiality obligations survive for three years after the engagement ends, and indefinitely for trade secrets. This section operates without prejudice to any separate mutual NDA, which prevails to the extent it grants greater protection.

8. Warranties & Disclaimers

We warrant that the Services will be performed with reasonable skill and care and by suitably competent personnel, and that the Deliverables will materially conform to the acceptance criteria in the SOW for a warranty period of ninety days after acceptance. Your sole and exclusive remedy for breach of this warranty is that we will, at our option, repair or re-perform the non-conforming Deliverable, or refund the Fees attributable to it.

Disclaimer. Except for the express warranties in these Terms, and to the maximum extent permitted by applicable law, the Services and Deliverables are provided "as is" and we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or that the Deliverables will achieve any particular commercial result.

We do not warrant the performance, availability, or security of any third-party platform, hosting environment, network, or API that the Deliverables depend on but that we do not control.

9. Limitation of Liability

To the maximum extent permitted by applicable law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive loss, nor for any of the following whether direct or indirect: loss of profits, loss of revenue, loss of anticipated savings, loss of business or goodwill, business interruption, loss, corruption, or recovery of data, or losses arising from the failure, downtime, or change of any third-party platform, hosting provider, network, or API — even if advised of the possibility of such loss.

To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total Fees paid by you to us under the SOW giving rise to the claim in the twelve months preceding the event giving rise to the liability.

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, which may include (depending on jurisdiction): liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and a party's wilful misconduct. These limitations do not apply to your obligation to pay Fees due.

10. Indemnification

Subject to the limitations in Section 9 (other than where stated to be uncapped), and subject to the indemnified party giving prompt notice, sole control of the defence, and reasonable cooperation, you will indemnify us against third-party claims arising from: your Client materials or data; your instructions to use Client-mandated tools, models, or third-party services; and your use of the Deliverables in breach of these Terms or applicable law. Any IP-related indemnity we give will be addressed expressly in the SOW or MSA and is subject to Section 6.

11. Term & Termination

These website Terms apply while you use our site or intake channels. Each engagement runs for the term of its SOW. Either party may terminate an SOW for material breach not cured within thirty days of written notice, or immediately if the other becomes insolvent. On termination, you will pay for all Services performed and Deliverables accepted up to the termination date; IP assignment applies only to paid-for Deliverables. Sections concerning IP, confidentiality, warranties, liability, indemnities, governing law, and any others that by their nature should survive, survive termination.

12. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, failure of utilities or telecommunications, and failures of third-party cloud, hosting, or API providers. The affected party will notify the other and use reasonable efforts to mitigate. If the event continues beyond sixty days, either party may terminate the affected SOW.

13. Governing Law & Dispute Resolution

These Terms and each engagement are governed by the laws of [chosen governing law], without regard to conflict-of-laws rules. The parties first attempt to resolve any dispute through good-faith senior-level negotiation for thirty days.

Any dispute not so resolved will be finally settled by binding arbitration administered by [arbitral institution] under its rules then in force. The seat of arbitration is [seat of arbitration]; the tribunal comprises one arbitrator; the language is English. Judgment on the award may be entered in any court of competent jurisdiction, and the award is enforceable under the New York Convention. Either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its IP or Confidential Information.

14. General Provisions

Entire agreement. These Terms, together with any signed MSA and SOW, are the entire agreement on their subject matter and supersede prior discussions. Pre-printed terms on your purchase orders do not apply unless we expressly agree in writing.

Order of precedence. If there is a conflict: (1) a signed Change Order, then (2) the SOW, then (3) the signed MSA, then (4) these Terms.

Assignment. Neither party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets, on notice.

Subcontracting. We may use subcontractors to perform the Services and remain responsible for their performance and confidentiality obligations.

Publicity. Neither party will use the other's name or logo publicly without prior written consent, except that we may list you as a client in a reference list where the SOW permits.

Notices. Notices must be in writing to the addresses in the SOW (email acceptable for routine notices; formal breach/termination notices also by registered post or courier).

Severability & waiver. If any provision is unenforceable, the rest remain in force. Failure to enforce a right is not a waiver of it.

No partnership. Nothing creates a partnership, joint venture, employment, or agency relationship between the parties.

Counterparts & e-signature. MSAs and SOWs may be signed in counterparts and by electronic signature.

15. Contact

Questions about these Terms can be sent to legal@superrdev.com.